SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)* 

CENTURY ALUMINUM COMPANY

Name of Issuer

COMMON STOCK, $0.01 Par Value

(Title of Class of Securities)

156431 10 8

(CUSIP Number)

Brendan Dowling

Ocorian Limited
26 New Street

St Helier, Jersey JE2 3RA

+44 1534 844802

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 15, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

* The information required on the remainder of this cover page shall not be deemed to be ‘‘filed’’ for the purpose of Section 18 of the Securities Exchange Act of 1934 (‘‘Act’’) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	SCHEDULE 13D
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1.	Names of Reporting Persons. I.R.S.  Identification Nos. of above persons (entities only).
	Givolon Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) ý(1)
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization
	Jersey

Number of Shares Beneficially by Owned by Each Reporting Person With	7.	Sole Voting Power: None
	8.	Shared Voting Power: None
	9.	Sole Dispositive Power: None
	10.	Shared Dispositive Power: None

11.	Aggregate Amount Beneficially Owned by Each Reporting Person:  None
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  (See Instructions)  Not applicable.
13.	Percent of Class Represented by Amount in Row (11):  0%
14.	Type of Reporting Person (See Instructions)  CO

⁽¹⁾ Notwithstanding the relationships described in Item 6 of this Schedule 13D/A, the Reporting Persons expressly disclaim being members of a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, with Glencore AG or any other person which is not a Reporting Person.

	SCHEDULE 13D
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1.	Names of Reporting Persons. I.R.S.  Identification Nos. of above persons (entities only).
	Ryfold Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) ý(1)
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization
	Jersey

Number of Shares Beneficially by Owned by Each Reporting Person With	7.	Sole Voting Power: None
	8.	Shared Voting Power: None
	9.	Sole Dispositive Power: None
	10.	Shared Dispositive Power: None

11.	Aggregate Amount Beneficially Owned by Each Reporting Person:  None
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  (See Instructions)  Not applicable.
13.	Percent of Class Represented by Amount in Row (11):  0%
14.	Type of Reporting Person (See Instructions)  CO, HC

⁽¹⁾ Notwithstanding the relationships described in Item 6 of this Schedule 13D/A, the Reporting Persons expressly disclaim being members of a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, with Glencore AG or any other person which is not a Reporting Person.

	SCHEDULE 13D
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1.	Names of Reporting Persons. I.R.S.  Identification Nos. of above persons (entities only).
	Ocorian Limited in its capacity as trustee of The Ryfold Trust
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) ý(1)
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization
	Jersey

Number of Shares Beneficially by Owned by Each Reporting Person With	7.	Sole Voting Power: None
	8.	Shared Voting Power: None
	9.	Sole Dispositive Power: None
	10.	Shared Dispositive Power: None

11.	Aggregate Amount Beneficially Owned by Each Reporting Person:  None
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  (See Instructions)  Not applicable.
13.	Percent of Class Represented by Amount in Row (11):  0%
14.	Type of Reporting Person (See Instructions)  OO, HC

⁽¹⁾ Notwithstanding the relationships described in Item 6 of this Schedule 13D/A, the Reporting Persons expressly disclaim being members of a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, with Glencore AG or any other person which is not a Reporting Person.

	SCHEDULE 13D
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1.	Names of Reporting Persons. I.R.S.  Identification Nos. of above persons (entities only).
	Ocorian Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) ý(1)
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization
	Jersey

Number of Shares Beneficially by Owned by Each Reporting Person With	7.	Sole Voting Power: None
	8.	Shared Voting Power: None
	9.	Sole Dispositive Power: None
	10.	Shared Dispositive Power: None

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: None
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares  (See Instructions) Not applicable.
13.	Percent of Class Represented by Amount in Row (11): 0%
14.	Type of Reporting Person (See Instructions) OO, HC

⁽¹⁾ Notwithstanding the relationships described in Item 6 of this Schedule 13D/A, the Reporting Persons expressly disclaim being members of a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, with Glencore AG or any other person which is not a Reporting Person.

	SCHEDULE 13D
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Explanatory Note:

This Amendment No. 2 (“Amendment No. 2”) amends and restates the Schedule 13D originally filed with the Securities and Exchange Commission by Ocorian Limited (formerly known as Estera Trust (Jersey) Limited) in its capacity as trustee of The Ryfold Trust, Ocorian Limited, Ryfold Limited and Givolon Limited on September 15, 2017 and amended on December 15, 2017 (as so amended, the “Statement”), relating to the common stock, par value $0.01 per share (“Common Stock”), of Century Aluminum Company (the “Company”). This Amendment No. 2 reflects changes to Items 2 through 7 of the Statement to report the termination of the financing put in place in 2017.

Item 1. Security and Issuer

This Statement relates to Common Stock of the Company, a Delaware corporation.

The Company’s principal executive office is located at One South Wacker Drive, Suite 1000, Chicago, Illinois 60606.

Item 2. Identity and Background

(a) — (c) and (f) This Statement is being filed by Ocorian Limited, formerly known as Estera Trust (Jersey) Limited (“Ocorian”) in its capacity as trustee of The Ryfold Trust (“The Trust”), Ocorian, Ryfold Limited (“Ryfold”) and Givolon Limited (“Givolon” together with Ocorian, The Trust, and Ryfold, the “Reporting Persons”). The Trust is a charitable trust governed under the laws of Jersey. Each of Ocorian, Ryfold and Givolon is a company organized under the laws of Jersey. The business address for each of the Reporting Persons is c/o Ocorian Limited, 26 New Street, St Helier, Jersey JE2 3RA. The Trust is the parent of Ryfold which, together with its subsidiary Givolon, were formed for the purpose of carrying out the transactions described in this Statement, including the financing described in Item 4. Ocorian does not have and disclaims any pecuniary interest in the Common Stock, the Total Return Swap and the Call Options reported herein. The directors of each of Ryfold and Givolon are Ocorian Corporate Services (Jersey) Limited and Circle Corporate Services (Jersey) Limited, each of which is a company organized under the laws of Jersey, and of whose business address is 26 New Street, St Helier, Jersey JE2 3RA. The name, address, citizenship and present principal occupation or employment of each of the directors and executive officers of each Reporting Person and of each of Ocorian Corporate Services (Jersey) Limited and Circle Corporate Services (Jersey) Limited, as well as the names, principal businesses and addresses of any corporations and other organizations in which such employment is conducted, are set forth on Schedule 1 hereto, which Schedule 1 is incorporated herein by reference.

(d) — (e) None of the Reporting Persons nor, to the best of their knowledge, any of their respective directors or any of the persons listed on Schedule 1 hereto has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons nor, to the best of their knowledge, any of their respective directors or any of the persons listed on Schedule 1 hereto has during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Pursuant to a Framework Agreement dated September 14, 2017 (the “Effective Date”), by and between Glencore AG and Givolon (the “Framework Agreement”), among other things, on and as of the Effective Date, (i) Glencore AG transferred 27,500,000 shares of Common Stock, representing approximately 31% of the then issued and outstanding shares of Common Stock (the “Specified Shares”) to Givolon (a wholly-owned subsidiary of Glencore AG at such time) for aggregate purchase price of $495,845,625 (the “SPA Purchase Price”), and (ii) Glencore AG and Givolon entered into the stock-settled Century TRS (as further described and defined in Item 6 below) and Glencore AG acquired from Givolon the American-style Century Call Option (as further described and defined in Item 6 below) which give Glencore AG the right to acquire from Givolon a number of shares of Common Stock equivalent to the Specified Shares, for aggregate consideration (the “Settlement Price”) equal to, in either case, the SPA Purchase Price, which (x) in the case of the Century TRS, is the final settlement amount payable by Glencore AG to Givolon, and (y) in the case of the Century Call Option, is the combined amount of the premium (which is equal to 85% of the SPA Purchase Price) and the exercise price (which is equal to 15% of the SPA Purchase Price) payable by Glencore AG to Givolon. Eighty-five percent of the SPA Purchase Price and the Century Call Option premium were paid on the Effective Date by set-off of against each other, and the remaining 15% of the SPA Purchase Price will be paid by set-off against the Century Call Option exercise price or 15% of the final settlement amount payable under the Century TRS, as applicable. Subsequently, on the Effective Date, Ryfold entered into a Joinder Agreement in favor of Glencore AG and Givolon by which Ryfold became a party to the Framework Agreement (the “Joinder Agreement”) and pursuant to which (A) Glencore AG transferred 100% of Givolon’s equity interests (the “Givolon Shares”) to Ryfold for aggregate consideration of $100, and (B) Glencore AG acquired from Ryfold the American-style Givolon Call Option (as further described and defined in Item 6 below) which gives Glencore AG the right to acquire the Givolon Shares from Ryfold. The transactions provided for under the Framework Agreement and the other agreements that form a part thereof (together with the Framework Agreement, the “Transaction Agreements”) are collectively referred to as the “Givolon Transactions.” The Givolon Transactions were entered into in connection with a Financing, as more fully described in Item 4.

	SCHEDULE 13D
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Effective November 15, 2022, the Givolon Credit Facility (as defined below) was terminated and the related security interest created under the Security Deed (as defined below) was released, and in connection therewith, pursuant to a Deed of Termination made and dated the 15 December 2022 between Glencore AG, Givolon and Ryfold (the “Deed of Termination”), Glencore AG and Givolon terminated the Glencore Loan Agreement (as defined below) and Glencore AG, Givolon and Ryfold terminated and cancelled all of their respective rights and obligations under the Transaction Agreements and simultaneously therewith Givolon (at the direction of Glencore AG) transferred the Specified Shares to Glencore International AG, the direct parent company of Glencore AG.

The Transaction Agreements are summarized below in Item 6 which summaries are hereby incorporated by reference into this Item 3. 

Item 4. Purpose of the Transaction

The Framework Agreement and the Givolon Transactions, including Glencore AG’s transfer of the Specified Shares to Givolon and transfer of the Givolon Shares to Ryfold, were entered into in connection with and in order to facilitate a financing pursuant to which Givolon would enter into (x) a financing facility with certain lenders to be secured by a pledge of the Specified Shares and (y) a financing facility to lend to Glencore AG the proceeds of such lender financing on a back-to-back basis (the “Financing”). Pursuant to the Transaction Agreements, Givolon has irrevocably transferred and granted to Glencore AG the sole and exclusive right to vote and direct the voting of the Specified Shares, and Glencore AG retains an economic interest in an equivalent number of shares. On December 15, 2017, Givolon and Glencore AG, together with HSBC Corporate Trustee Company (UK) Limited (the “Security Agent”) and certain of its affiliates in various capacities, entered into agreements providing for the Financing, including a Security Deed between Givolon and the Security Agent, pursuant to which Givolon pledged the Specified Shares to the Security Agent to secure its obligations to the lenders (the “Security Deed”). The Framework Agreement, the other Transaction Agreements and the Security Deed are summarized below in Item 6 which summaries are hereby incorporated by reference into this Item 4. The Deed of Termination and Givolon’s transfer of the Specified Shares to Glencore International AG were entered into and effected in connection with the termination of the Financing.

Except as set forth in this Statement, the Reporting Persons currently have no plans or proposals relating to, transactions, discussions or actions which relate to or would result in any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a)       The Reporting Persons beneficially own none (or 0%) of the outstanding Common Stock.

(b)       Not applicable.

(c)       Except for the transfer by Givolon to Glencore International AG of the 27,500,000 shares that constituted the Specified Shares on December 15, 2022, none of the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the persons listed on Schedule 1 hereto, has engaged in any transaction during the past 60 days in any Common Stock.

(d)       Not applicable.

(e)       As of December 15, 2022, each of the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the Issuer’s Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Givolon Transactions: The Framework Agreement dated the Effective Date among‎ Glencore AG, Givolon and Ryfold, together with the other Transaction Agreements which form a part thereof and which are summarized below, provide for a series of transactions to facilitate the Financing, in which Givolon would pledge the Specified Shares as collateral to secure a credit facility (the “Givolon Credit Facility”) from one or more lenders (the “Givolon Lenders”), the proceeds of which Givolon would use to make loans to Glencore AG (the “Givolon Stock Pledge”). On December 15, 2017, (i) Givolon and the Security Agent and certain of its affiliates in various capacities, entered into agreements providing for the Givolon Credit Facility, including the Security Deed by which Givolon pledged the Specified Shares, together with the Glencore Loan Agreement and the Initial SPA (defined below), to the Security Agent to secure its obligations under the Givolon Credit Facility, and (ii) Givolon and Glencore AG entered into a loan agreement pursuant to which Givolon agreed to lend the proceeds of the Givolon Credit Facility to Glencore AG (the “Glencore Loan Agreement”). The Framework Agreement contemplates that Glencore AG and its affiliates may from time to time transfer additional assets to Givolon, Ryfold and other subsidiaries of Ryfold, to be pledged to secure the Givolon Credit Facility or other credit facilities, and the proceeds of which would be used by Givolon, Ryfold or such other subsidiaries of Ryfold to provide one or more credit facilities to Glencore AG or Glencore AG’s affiliates. Collectively, the transactions contemplated under the Framework Agreement are intended to be treated as a loan of the Specified Shares under Section 1058 of the Internal Revenue Code of 1986, as amended.

	SCHEDULE 13D
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Initial SPA: On the Effective Date, Glencore AG and Givolon (a wholly-owned subsidiary of Glencore AG at such time) entered into a stock purchase agreement (the “Initial SPA”) pursuant to which, on the Effective Date, Glencore AG sold to Givolon and Givolon purchased from Glencore AG the Specified Shares. Under the terms of the Initial SPA, Glencore AG also granted to Givolon a security interest over certain residual interests (if any) in the Specified Shares to secure the On-Loans (defined below) and other obligations of Glencore to Givolon. The purchase price for the Specified Shares was $495,845,625 (the “SPA Purchase Price”), or $18.03075 per share (the “Per Share Price”), of which $421,468,575 was paid on the Effective Date by set-off against the Century Call Option Premium (as defined below). The remaining portion of the SPA Purchase Price is payable on or prior to December 31, 2022, and will be finally settled by set-off against an equivalent amount of the settlement payment under the Century TRS or the exercise price under Century Call Option, as applicable. Interest will accrue and be payable semi-annually in arrears on portions of the SPA Purchase Price remaining unpaid from time to time, at the rate of 5% per annum, and will be finally settled by set-off against the implied interest amounts payable by Glencore AG under the Century TRS.

Total Return Swap Confirmation and Century Call Option Confirmation: On the Effective Date, Glencore AG and Givolon entered into an ISDA Master Agreement in the form of the 1992 ISDA Master Agreement (Multi-currency – Cross Border) together with a related Schedule thereto (the “Master Agreement”) and (x) a Total Return Swap Confirmation (the “Total Return Swap Confirmation”) by which Glencore AG received economic exposure to and the right to acquire from Givolon a number of shares of Common Stock equal to the number of Specified Shares (the “Subject Shares”) (the “Century TRS”) and (y) a Century Call Option Confirmation (the “Century Call Option Confirmation”) pursuant to which Glencore AG acquired an American-style call option giving it the right to purchase from Givolon, at any time prior to the expiration thereof, a number of shares of Common Stock equal to the Subject Shares (the “Century Call Option”). Under the terms of the Century TRS and the Century Call Option, the Century TRS is scheduled to expire and settle after expiration of the Century Call Option, so that Glencore AG will acquire the Subject Shares under the Century TRS if Glencore AG does not exercise the Century Call Option. In addition, as described further below, the Century TRS will automatically terminate, with no remaining obligations on the part of either party, upon settlement of the Century Call Option. As a result, under the Century TRS and the Century Call Option, Glencore AG has the right to acquire and Givolon has the obligation to deliver to Glencore AG an aggregate number of shares equal to the Subject Shares.

Total Return Swap Confirmation: The Century TRS is scheduled to settle on December 31, 2022 (the “Settlement Date”). The Century TRS will automatically terminate with no obligations on the part of either party upon settlement of the Century Call Option or if Glencore AG acquires Givolon. Under the Century TRS, (i) with respect to the period of time prior to the settlement of the Century TRS, (A) Glencore AG will be obligated to pay to Givolon certain fees equivalent to an implied interest return for Givolon (which will be finally settled by set-off against the interest payments Givolon owes Glencore AG on the remaining unpaid SPA Purchase Price under the Initial SPA), and (B) Givolon will be obligated to pay to Glencore AG an amount equal to any dividends and other distributions that would have been paid by the Company on the Common Stock referenced by the Century TRS, as well as, in the event of an enforcement on the Specified Shares pledged as collateral to secure the Financing, any excess sale proceeds not applied to discharge the obligations under the Financing and paid over to Givolon by the Givolon Lenders; and (ii) at settlement of the Century TRS, Glencore AG and Givolon would enter into an agreement, the terms of which are agreed to under the Framework Agreement, under which (A) Givolon would deliver the Subject Shares to Glencore AG, and (B) Glencore AG would be obligated to pay to Givolon the Century TRS reference price which is equal to the Per Share Price for each Subject Share, which would be finally settled (x) by set-off against any remaining unpaid SPA Purchase Price to be paid by Givolon under the Initial SPA and (y) the remainder in cash.

Century Call Option Confirmation: The Century Call Option is scheduled to expire on the same date as the Settlement Date for the Century TRS (the “CCO Expiration Date”). The Century Call Option is exercisable at Glencore AG’s election any time on or prior to its expiration, at an exercise price equal to $2.70462 per share of Common Stock, which would be finally settled by set-off against any remaining unpaid SPA Purchase Price to be paid by Givolon under the Initial SPA. Glencore AG paid Givolon, by set-off against the SPA Purchase Price under the Initial SPA, a premium of $15.32613 per share for the Century Call Option (the aggregate of such amount, the “Century Call Option Premium”).

Voting Authorization Agreement: On the Effective Date, Glencore AG and Givolon entered into a Voting Authorization Agreement (the “Voting Authorization Agreement”) pursuant to which Givolon granted to Glencore AG the sole and exclusive right and power, with power of delegation and substitution, to vote and to direct the voting of the Specified Shares. The Voting Authorization Agreement runs with the Specified Shares and is irrevocable and remains in effect until Glencore’s acquisition of the Subject Shares under the Century TRS or the Century Call Option, or Glencore’s acquisition of Givolon, but is subject to the rights of the lenders in the Financing following a default.

Givolon SPA: On the Effective Date, Glencore AG and Ryfold entered into a share purchase agreement (the “Givolon SPA”) pursuant to which, on the Effective Date, Glencore AG sold to Ryfold and Ryfold purchased from Glencore AG the Givolon Shares for an aggregate purchase price of $100.

Givolon Call Option: On the Effective Date, Glencore AG and Ryfold entered into a Call Option Agreement (the “Givolon Call Option Agreement”) pursuant to which Glencore AG acquired an American-style call option that gives Glencore AG the right to purchase the Givolon Shares for an aggregate exercise price of $100 (the “Givolon Call Option”). The Givolon Call Option will expire and terminate on the tenth (10^th) anniversary of the Effective Date, and is exercisable at Glencore AG’s election any time on or prior to its expiration. Glencore AG paid Ryfold an aggregate premium of $100 for the Givolon Call Option.

	SCHEDULE 13D
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Security Deed: On December 15, 2017, Givolon pledged the Specified Shares, together with its rights and interests under the Glencore Loan Agreement and the Initial SPA, pursuant to the Security Deed to secure the Givolon Credit Facility which provides for a revolving margin loan facility of up to a maximum principal amount of $170,000,000, subject to certain loan-to-value requirements, the proceeds of which must be used to fund loans to Glencore AG. The Givolon Credit Facility remains available until terminated by the lenders, provided that each loan thereunder will mature on the first anniversary of its disbursement, but may be extended for up to four additional 1-year terms upon request by Givolon and agreement by the lenders. The Givolon Credit Facility contains covenants, events of default and other terms and conditions customary for facilities of this type. On December 15, 2017, Givolon and Glencore AG entered into the Glencore Loan Agreement, which provides for back-to-back loans (“On-Loans”) from Givolon to Glencore AG with the proceeds of loans under the Givolon Credit Facility. Payments due under the Givolon Credit Facility will result in payments being due under the Glencore Loan Agreement and vice versa. Glencore AG’s obligations to Givolon under the Glencore Loan Agreement are guaranteed by Glencore plc.

Termination of the Financing: Effective November 15, 2022, the Givolon Credit Facility was terminated and the related security interest created under the Security Deed was released, and in connection therewith, pursuant to the Deed of Termination, effective December 15, 2022 Glencore AG and Givolon terminated the Glencore Loan Agreement and Glencore AG, Givolon and Ryfold terminated and cancelled all of their respective rights and obligations under the Transaction Agreements and simultaneously therewith Givolon (at the direction of Glencore AG) transferred the Specified Shares to Glencore International AG, the direct parent company of Glencore AG.

The foregoing descriptions of the Framework Agreement, Joinder Agreement, Initial SPA, Master Agreement, Total Return Swap Confirmation, Century Call Option Confirmation, Voting Authorization Agreement, Givolon SPA, Givolon Call Option Agreement, the Security Deed and the Deed of Termination do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of such documents and agreements, which are filed herewith or were previously filed with the Securities and Exchange Commission as exhibits to this Statement, and are hereby incorporated herein by reference.

Except for terms of Deed of Termination described above in this Item 6, to the best knowledge of the Reporting Persons, there exists no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to the transfer or voting of any securities of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

1. Joint Filing Agreement, dated December 15, 2022 among Ocorian Limited in its capacity as trustee for The Ryfold Trust, Ocorian Limited, Ryfold Limited and Givolon Limited relating to the filing of a joint statement on Schedule 13D.

2. Framework Agreement, dated September 14, 2017, between Glencore AG and Givolon Limited (Incorporated by reference to Exhibit 2 to the Schedule 13D filed with the Securities and Exchange Commission on September 15, 2017).

3. Stock Purchase Agreement, dated September 14, 2017, between Glencore AG and Givolon Limited (Incorporated by reference to Exhibit 3 to the Schedule 13D filed with the Securities and Exchange Commission on September 15, 2017).

4. Schedule to the ISDA Master Agreement, dated September 14, 2017, between Glencore AG and Givolon Limited (Incorporated by reference to Exhibit 4 to the Schedule 13D filed with the Securities and Exchange Commission on September 15, 2017).

5. Total Return Swap Confirmation, dated September 14, 2017, between Glencore AG and Givolon Limited (Incorporated by reference to Exhibit 5 to the Schedule 13D filed with the Securities and Exchange Commission on September 15, 2017).

6. Call Option Confirmation, dated September 14, 2017, between Glencore AG and Givolon Limited (Incorporated by reference to Exhibit 6 to the Schedule 13D filed with the Securities and Exchange Commission on September 15, 2017).

7. Voting Authorization Agreement, dated September 14, 2017, between Glencore AG and Givolon Limited (Incorporated by reference to Exhibit 7 to the Schedule 13D filed with the Securities and Exchange Commission on September 15, 2017).

8. Joinder Agreement, dated September 14, 2017, between Glencore AG, Givolon Limited and Ryfold Limited (Incorporated by reference to Exhibit 8 to the Schedule 13D filed with the Securities and Exchange Commission on September 15, 2017).

9. Share Purchase Agreement, dated September 14, 2017, between Glencore AG and Ryfold Limited (Incorporated by reference to Exhibit 9 to the Schedule 13D filed with the Securities and Exchange Commission on September 15, 2017).

10. Call Option Agreement, dated September 14, 2017, between Glencore AG and Ryfold Limited (Incorporated by reference to Exhibit 10 to the Schedule 13D filed with the Securities and Exchange Commission on September 15, 2017).

11. Security Deed, dated December 15, 2017, between Givolon Limited and HSBC Corporate Trustee Company (UK) Limited.

12. Deed of Termination, dated 15 December 2022, between Glencore AG, Givolon Limited and Ryfold Limited.

	SCHEDULE 13D
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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 15, 2022

OCORIAN LIMITED in its capacity as trustee of THE RYFOLD TRUST
By:	/s/ Shane Hollywood	/s/ Brendan Dowling
Name:	Shane Hollywood	Brendan Dowling
Title:	Director	Director
OCORIAN LIMITED
By:	/s/ Shane Hollywood	/s/ Brendan Dowling
Name:	Shane Hollywood	Brendan Dowling
Title:	Director	Director
RYFOLD LIMITED
By:	/s/ Shane Hollywood	/s/ Brendan Dowling
Name:	Shane Hollywood	Brendan Dowling
Title:	For and on behalf of Ocorian Corporate Services (Jersey) Limited and Circle Corporate Services (Jersey) Limited, as Corporate Directors of Ryfold Limited
GIVOLON LIMITED
By:	/s/ Shane Hollywood	/s/ Brendan Dowling
Name:	Shane Hollywood	Brendan Dowling
Title:	For and on behalf of Ocorian Corporate Services (Jersey) Limited and Circle Corporate Services (Jersey) Limited, as Corporate Directors of Givolon Limited

	SCHEDULE 13D
CUSIP No. 156431 10 8		Page 11 of 11

SCHEDULE 1

Set forth below are the names, business addresses and present principal occupations of the directors and executive officers of Ocorian Limited, Ryfold Limited and Givolon Limited. Each director and executive officer is an employee of Ocorian Limited. The place of citizenship of each director and executive officer is the United Kingdom except as otherwise indicated below. To the best knowledge of the Reporting Persons, none of the persons listed below beneficially owns any shares of Common Stock.

Directors and Executive Officers of Ocorian Limited:

Name	Principal Occupation	Business address	Share Ownership
Brendan Dowling (Citizen of Ireland)	Director	26 New Street, St Helier, Jersey JE2 3RA
Nicholas Blair Cawley	Director	26 New Street, St Helier, Jersey JE2 3RA
Paul Michel Butel	Director	26 New Street, St Helier, Jersey JE2 3RA
Shane Michael Hollywood	Director	26 New Street, St Helier, Jersey JE2 3RA

Directors and Executive Officers of Ocorian Corporate Services (Jersey) Limited:

Name	Principal Occupation	Business address	Share Ownership
Brendan Dowling (Citizen of Ireland)	Director	26 New Street, St Helier, Jersey JE2 3RA
Emma Victoria Le Boutillier	Director	26 New Street, St Helier, Jersey JE2 3RA
Grant James Barbour	Director	26 New Street, St Helier, Jersey JE2 3RA
Nicholas James Terry	Director	26 New Street, St Helier, Jersey JE2 3RA
Paul Michel Butel	Director	26 New Street, St Helier, Jersey JE2 3RA

Directors and Executive Officers of Circle Corporate Services (Jersey) Limited:

Name	Principal Occupation	Business address	Share Ownership
Brendan Dowling (Citizen of Ireland)	Director	26 New Street, St Helier, Jersey JE2 3RA
Emma Victoria Le Boutillier	Director	26 New Street, St Helier, Jersey JE2 3RA
Grant James Barbour	Director	26 New Street, St Helier, Jersey JE2 3RA
Nicholas James Terry	Director	26 New Street, St Helier, Jersey JE2 3RA
Shane Michael Hollywood	Director	26 New Street, St Helier, Jersey JE2 3RA

EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

Each of the undersigned hereby agrees that this Amendment No. 1 to the statement on Schedule 13D is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Date: December 15, 2022 

OCORIAN LIMITED in its capacity as trustee of THE RYFOLD TRUST
By:	/s/ Shane Hollywood	/s/ Brendan Dowling
Name:	Shane Hollywood	Brendan Dowling
Title:	Director	Director
OCORIAN LIMITED
By:	/s/ Shane Hollywood	/s/ Brendan Dowling
Name:	Shane Hollywood	Brendan Dowling
Title:	Director	Director
RYFOLD LIMITED
By:	/s/ Shane Hollywood	/s/ Brendan Dowling
Name:	Shane Hollywood	Brendan Dowling
Title:	For and on behalf of Ocorian Corporate Services (Jersey) Limited and Circle Corporate Services (Jersey) Limited, as Corporate Directors of Ryfold Limited
GIVOLON LIMITED
By:	/s/ Shane Hollywood	/s/ Brendan Dowling
Name:	Shane Hollywood	Brendan Dowling
Title:	For and on behalf of Ocorian Corporate Services (Jersey) Limited and Circle Corporate Services (Jersey) Limited, as Corporate Directors of Givolon Limited

EX-99.12

EXHIBIT 12

Execution Version 

 

Termination Deed

Dated 15 December  2022

GLENCORE AG

and

GIVOLON LIMITED

and

RYFOLD LIMITED

Table of Contents

Contents Page

1	Definitions and Interpretation	2
2	Termination of Agreements	3
3	Termination of Givolon Call Option Agreement and Givolon Shares SPA	5
4	Termination of the Framework Agreement (including the Joinder Agreement)	5
5	Termination of the Facility Agreement and the On-Loan Agreement	5
6	Undertaking of Givolon	5
7	Representations, Warranties and Acknowledgments	5
8	Invalidity	6
9	Amendments	6
10	Whole Agreement	7
11	Counterparts	7
12	Assignment	7
13	Third Party Rights	7
14	Notices	7
15	Governing Law and Dispute Resolution	8

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This Deed is made on _____________ 2022 between:

(1) Glencore AG, a company incorporated in Switzerland with company number CHE-103.101.282 and with its registered office at Baarermattstrasse 3, 6340 Baar, Switzerland (“Glencore”);

(2) Givolon Limited, a private company limited by shares duly incorporated in Jersey with company number 124007 and with its registered office at 26 New Street, St Helier, Jersey, JE2 3RA (“Givolon”); and

(3) RYFOLD LIMITED, a private company limited by shares incorporated in Jersey with company number 124098 and with its registered office at 26 New Street, St Helier, Jersey, JE2 3RA (“Ryfold”).

Whereas:

(A) Givolon and Ryfold have entered into a facility agreement with, amongst others, The Hongkong and Shanghai Banking Corporation Limited as original lender dated 14 September 2017 (the “Facility Agreement”), the proceeds of which were on-lent to Glencore by Givolon pursuant to an on-loan agreement dated 15 December 2017 (the “On-Loan Agreement”). In connection with the financing contemplated by the Facility Agreement, Glencore sold 27,500,000 shares of common stock, par value $0.01, per share of Century Aluminium Company, a Delaware Corporation (“Century”) (the “Share Collateral”) to Givolon pursuant to a stock purchase agreement dated 14 September 2017 (the “Stock Purchase Agreement”). Pursuant to a Security Deed (the “Security Deed”) dated 15 December 2017 entered into between Givolon and HSBC Corporate Trustee Company Limited as security agent, Givolon has granted a security interest in respect of the Share Collateral to secure its obligations under the Facility Agreement.

(B) Separately, Glencore and Givolon entered into an ISDA Master Agreement (Multicurrency – Cross Border) and schedule thereto dated as of 14 September 2017, as amended and/or supplemented from time to time (the “ISDA Agreement”), and the following confirmations, each of which supplements, forms a part of and is subject to the ISDA Agreement, dated 14 September 2017:

(i) a confirmation (the “TRS Confirmation”) evidencing a total return swap transaction (the “TRS Transaction”) giving Glencore an economic interest in, and the right to acquire, a number of Century shares equivalent to the number of shares included in the Share Collateral; and

(ii) a confirmation (the “Century Call Option Confirmation”) evidencing a call option over the shares of Century (the “Century Call Option”) giving Glencore the right to purchase from Givolon a number of Century shares equal to the number of Century shares included in the Share Collateral.

(C) In connection with the ISDA Agreement, Glencore and Givolon have entered into a FMIA Agreement dated 14 September 2017 (the “FMIA Agreement”) in relation to the parties’ risk mitigation and reporting obligations under the Swiss Financial Market Infrastructure Act of 19 June 2015.

(D) Pursuant to the Stock Purchase Agreement and the Century Call Option Confirmation, 85 per cent. of the share purchase price payable by Givolon under the Stock Purchase Agreement was paid by setting off the share purchase price against the call option price payable by Glencore under the Century Call Option.

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(E) In connection with the Stock Purchase Agreement, the TRS Confirmation and the Century Call Option Confirmation, Glencore and Givolon have entered into a voting authorisation agreement dated 14 September 2017 (the “Voting Authorisation Agreement”) pursuant to which the parties have agreed that Glencore will have the sole and exclusive irrevocable and unconditional right to vote and direct the voting of Century Call Option Shares (as defined below).

(F) In connection with the TRS Transaction and the Century Call Option, Glencore and Ryfold (being the parent company of Givolon) have entered into a call option agreement dated 14 September 2017 (the “Givolon Call Option Agreement”) giving Glencore the right to purchase from Ryfold all of the outstanding share capital of Givolon (the “Givolon Call Option”).

(G) In connection with the Stock Purchase Agreement, Glencore and Givolon have entered into a framework agreement dated 14 September 2017 (the “Framework Agreement”) pursuant to which the parties agreed to enter into the Stock Purchase Agreement, the Voting Authorisation Agreement, the ISDA Agreement, the TRS Confirmation and the Century Call Option Confirmation.

(H) In connection with the Framework Agreement, Ryfold, Glencore and Givolon have entered into a joinder agreement dated 14 September 2017 (the “Joinder Agreement”) pursuant to which Ryfold became a party to the Framework Agreement, and in connection with the Framework Agreement, Glencore and Ryfold entered into a share purchase agreement under which Glencore sold and Ryfold purchased the outstanding share capital of Givolon (the “Givolon Shares SPA”).

(I) Glencore and Givolon wish to terminate the Stock Purchase Agreement, the TRS Transaction, the Century Call Option, the ISDA Agreement, the FMIA Agreement, and the Voting Authorisation Agreement, and release each other from their respective rights and obligations thereunder, with effect on and from the Termination Date on the terms set out in this Deed.

(J) Glencore and Ryfold wish to terminate the Givolon Call Option Agreement and the Givolon Shares SPA, and release each other from their respective rights and obligations thereunder, with effect on and from the Termination Date on the terms set out in this Deed.

(K) Glencore, Ryfold and Givolon wish to terminate the Framework Agreement, including the Joinder Agreement, and release each other from their respective rights and obligations thereunder, with effect on and from the Termination Date on the terms set out in this Deed.

It is hereby agreed as follows:

1 Definitions and Interpretation

1.1 Terms defined in the ISDA Agreement are used herein as so defined, unless otherwise provided herein:

“Authorisations” has the meaning given to it in Clause 7.1.4.

“Business Day” means a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London and Zug.

“Century Call Option” has the meaning given to it in Recital B.

“Century Call Option Confirmation” has the meaning given to it in Recital B.

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“Century Call Option Shares” means 27,500,000 shares of the common stock (par value $0.01 per share) of Century.

“Dispute” has the meaning given to it in Clause 15.2.

“FMIA Agreement” has the meaning given to it in Recital C.

“Framework Agreement” has the meaning given to it in Recital G.

“Givolon Call Option” has the meaning given to it in Recital F.

“Givolon Call Option Agreement” has the meaning given to it in Recital F.

“Givolon Shares SPA” has the meaning given to it in Recital H.

“ISDA Agreement” has the meaning given to it in Recital B.

“Joinder Agreement” has the meaning given to it in Recital H.

“Party” means a party to this Deed and “Parties” shall be construed accordingly.

“Proceedings” has the meaning given to it in Clause 15.2.

“Stock Purchase Agreement” has the meaning given to it in Recital A.

“Termination Date” means the date of this Deed.

“TRS Confirmation” has the meaning given to it in Recital B.

“TRS Transaction” has the meaning given to it in Recital B.

“Voting Authorisation Agreement” has the meaning given to it in Recital E.

1.2 Headings are for ease of reference only and shall be ignored in interpreting this Deed.

1.3 Use of the singular shall include the plural and vice versa. Words denoting any gender shall include any other gender.

1.4 In the event of any inconsistency between the terms of this Deed and the ISDA Agreement, the terms of this Deed shall prevail to the extent of any such inconsistency.

2 Termination of Agreements

2.1 The Stock Purchase Agreement provides, amongst other things, that Givolon shall pay the purchase price for the shares acquired thereunder and used for the Share Collateral, including payment by Givolon of deferred consideration amounting to 15 per cent. of such purchase price, by set off against certain amounts otherwise owed by Glencore to Givolon for the premium, exercise price or final payment in connection with the settlement under the Century Call Option Confirmation and/or the TRS Confirmation. In consideration for and simultaneously with (i) the cancellation of the obligation of Givolon to pay to Glencore any unpaid amounts in respect of such purchase price and the obligation of Ryfold to sell and deliver the share capital of Givolon to Glencore and (ii) the termination of the agreements and respective payment and other obligations under the Stock Purchase Agreement, the ISDA Agreement, the TRS Transaction, the Century Call Option, the FMIA Agreement, the Voting Authorisation Agreement, the Givolon Call Option Agreement, the Givolon Shares SPA, and the Framework Agreement (including the Joinder Agreement) on the Termination Date (as set out in Clauses 2.2, 3 and 4), (x) at Glencore’s direction (which is evidenced by its signature hereto) Givolon is transferring to Glencore International AG (“GIAG”), free and clear of any and all security interests, mortgages or other liens, encumbrances, restrictions

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or interests of any kind or nature, the shares comprising the Share Collateral (the “Share Transfer”), as shall be evidenced by a trade instruction from Givolon to HSBC Bank plc as Givolon’s Custodian of the shares comprising the Share Collateral to action a transfer of the shares to GIAG’s custody account with Computershare, and undertakes to take such other actions as are necessary or reasonably requested by Glencore or GIAG to further evidence and to effectuate the recording of the Share Transfer, and (y) Ryfold, as the parent company of Givolon, confirms its consent thereto.

2.2 Glencore and Givolon hereby agree as follows:

2.2.1 the Stock Purchase Agreement shall be terminated with effect from the Termination Date without any further obligations due from one Party to the other (including the obligation of Givolon to pay the any unpaid purchase price thereunder). Accordingly, any obligations that were due to be performed by Glencore and Givolon (including any deferred consideration payable by Givolon in relation to the Share Collateral) on or after the Termination Date under or in respect of the Stock Purchase Agreement shall be discharged. Any obligations that were due to be performed, and any rights that accrued, under or in respect of the Stock Purchase Agreement prior to the Termination Date shall not be affected.

2.2.2 the TRS Transaction shall be terminated with effect from the Termination Date without any further obligations due from one Party to the other. Accordingly, any obligations that were due to be performed by Glencore and Givolon on or after the Termination Date under or in respect of the TRS Transaction shall be discharged. Any obligations that were due to be performed, and any rights that accrued, under or in respect of the TRS Transaction prior to the Termination Date shall not be affected.

2.2.3 the Century Call Option shall be terminated with effect from the Termination Date without any further obligations due from one Party to the other. Accordingly, any obligations that were due to be performed by Glencore and Givolon on or after the Termination Date under or in respect of the Century Call Option shall be discharged. Any obligations that were due to be performed, and any rights that accrued, under or in respect of the Century Call Option prior to the Termination Date shall not be affected.

2.2.4 without prejudice to the parties’ rights and obligations under this Deed and any rights or obligations that may have accrued under the ISDA Agreement prior to the ISDA Agreement, the ISDA Agreement shall be terminated with effect from the Termination Date.

2.2.5 the FMIA Agreement shall be terminated with effect from the Termination Date without any further obligations due from one Party to the other. Accordingly, any obligations that were due to be performed by Glencore and Givolon on or after the Termination Date under or in respect of the FMIA Agreement shall be discharged. Any obligations that were due to be performed, and any rights that accrued, under or in respect of the FMIA Agreement prior to the Termination Date shall not be affected.

2.2.6 the Voting Authorisation Agreement shall be terminated with effect from the Termination Date without any further obligations due from one Party to the other. Accordingly, any obligations that were due to be performed by Glencore and Givolon on or after the Termination Date under or in respect of the Voting Authorisation

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Agreement shall be discharged. Any obligations that were due to be performed, and any rights that accrued, under or in respect of the Voting Authorisation Agreement prior to the Termination Date shall not be affected.

3 Termination of Givolon Call Option Agreement and Givolon Shares SPA

Glencore and Ryfold hereby agree that:

3.1.1 the Givolon Call Option Agreement shall be terminated with effect from the Termination Date without any further obligations due from one Party to the other. Accordingly, any obligations that were due to be performed by Glencore and Ryfold on or after the Termination Date under or in respect of the Givolon Call Option shall be discharged. Any obligations that were due to be performed, and any rights that accrued, under or in respect of the Givolon Call Option prior to the Termination Date shall not be affected.

3.1.2 the Givolon Shares SPA shall be terminated with effect from the Termination Date without any further obligations due from one Party to the other. Accordingly, any obligations that were due to be performed by Glencore and Ryfold on or after the Termination Date under or in respect of the Givolon Shares SPA shall be discharged. Any obligations that were due to be performed, and any rights that accrued, under or in respect of the Givolon Shares SPA prior to the Termination Date shall not be affected.

4 Termination of the Framework Agreement (including the Joinder Agreement)

Glencore, Givolon and Ryfold hereby agree that the Framework Agreement (including the Joinder Agreement) shall be terminated with effect from the Termination Date without any further obligations due from any one Party to any other. Accordingly, any obligations that were due to be performed by the parties on or after the Termination Date under or in respect of the Framework Agreement (including the Joinder Agreement) shall be discharged. Any obligations that were due to be performed, and any rights that accrued, under or in respect of the Framework Agreement (including the Joinder Agreement) prior to the Termination Date shall not be affected.

5 Termination of the Facility Agreement and the On-Loan Agreement

Glencore, Givolon and Ryfold hereby acknowledge and agree that:

5.1.1 all amounts outstanding under the Facility Agreement and the On-Loan Agreement were repaid in full on 31 October 2022; and

5.1.2 the Facility Agreement has been terminated with effect from 15 November 2022 and the On-Loan Agreement shall be terminated with effect from the Termination Date, in each case, without any further obligations due from any one party to any other party thereto.

6 Representation of Givolon

Givolon represents to Glencore that the security created over the Share Collateral pursuant to the Security Deed has been released.

7 Representations, Warranties and Acknowledgments

7.1 On the date of this Deed, each Party represents and warrants to the others that:

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7.1.1 it is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation, and, if relevant under such laws, in good standing;

7.1.2 it has the power to enter into and execute this Deed, to deliver this Deed and to perform its obligations under this Deed and has taken all necessary action to authorise such execution, delivery and performance;

7.1.3 such execution, delivery and performance does not violate or conflict with any law or regulation applicable to it, any provision of any of its constitutive documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

7.1.4 all governmental and other authorisations, consents, approvals, resolutions, licences, exemptions, filings, notarisations or registrations (“Authorisations”) that are required to have been obtained by it with respect to the entry into, execution, delivery and performance of this Deed have been obtained and are in full force and effect and all conditions of any such Authorisations have been complied with, and none of such Authorisations will prevent, block, delay, suspend or otherwise affect the entry into, execution, delivery or performance by each Party of this Deed and of its obligations under this Deed; and

7.1.5 its obligations under this Deed constitute its legal, valid and binding obligations, enforceable in accordance with their terms (regardless of whether enforcement is sought in a proceeding in equity or at law subject, as to enforceability, to applicable bankruptcy, insolvency, reorganisation, moratorium or other similar laws now or hereafter affecting creditors’ rights generally and the application of equitable principles and the availability of equitable remedies).

7.2 On the date of this Deed, each of Givolon and Ryfold further represent and warrant to Glencore that:

7.2.1 the entry into and performance by it of this Deed is in its corporate interest;

7.2.2 it is not insolvent and will not become insolvent by executing and performing this Deed;

7.2.3 no Events of Default or Potential Events of Default have occurred and are continuing with respect to it;

7.2.4 by executing and performing this Deed, it does not, and has no intention to, prejudice any of its other creditors or prefer Glencore over its other creditors; and

7.2.5 this Deed is entered into by the Parties wholly on an arms’ length basis.

8 Invalidity

If any part of this Deed should be held or deemed to be void, illegal, invalid or unenforceable under any applicable enactment or rule of law, such provision or part shall to that extent be deemed not to form part of this Deed and the validity, legality and enforceability of the remainder of this Deed shall not in any way be affected or impaired and shall remain in full force and effect.

9 Amendments

No amendment, modification or waiver of this Deed shall be effective unless in writing and signed by or on behalf of each of the Parties.

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10 Whole Agreement

This Deed supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Deed and contains the whole agreement between the Parties relating to the subject matter of this Deed at the date hereof to the exclusion of any terms implied by law which may be excluded by contract.

11 Counterparts

This Deed may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each Party may enter into this Deed by executing any such counterpart, and for the purpose of completion, faxed or portable document format signatures by the Parties’ representatives shall be binding.

12 Assignment

Except with the prior written consent of another Party, no Party may assign or transfer all or any of its rights and obligations under this Deed.

13 Third Party Rights

A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Deed.

14 Notices

14.1 Any communication to be made under or in connection with this Deed shall be made in writing and, unless otherwise stated, may be made in any manner described in Clause 14.3 below.

14.2 The address, fax number and e-mail address (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication to be made under or in connection with this Deed is as set out in this Clause 14.2 or any substitute address, fax number, e-mail address or department or officer as the Party may notify to the other Parties, by not less than five Business Days’ notice.

14.2.1 Glencore

Address:	Glencore AG, Baarermattstrasse 3, CH-6340 Baar, Switzerland
Attention:	Treasury
Telephone No.:	+41-41-709-2000
E-mail address:	baar.cashmgmt@glencore.com

14.2.2 Givolon

Address:	Givolon Limited c/o Ocorian Limited, 26 New Street, St Helier, Jersey, JE2 3RA
Attention:	The Directors
Telephone No.:	+44 (0)1534 844616
E-mail address:	kinga.gutkowska@ocorian.com

14.2.3 Ryfold

Address:	Ryfold Limited c/o c/o Ocorian Limited, 26 New Street, St Helier, Jersey, JE2 3RA
Attention:	The Directors

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Telephone No.:	+44 (0)1534 844616
E-mail address:	kinga.gutkowska@ocorian.com

14.3 Any communication made under or in connection with this Deed will be deemed effective:

14.3.1 if in writing and delivered in person or by courier, on the date it is delivered;

14.3.2 if by way of fax, on the date it is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);

14.3.3 if by way of certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date it is delivered or its delivery is attempted; or

14.3.4 if by way of e-mail, on the date it is delivered,

and, if a particular department or officer is specified as part of its address details provided under Clause 14.2, if addressed to that department or officer.

15 Governing Law and Dispute Resolution

15.1 This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

15.2 The Parties irrevocably agree that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Deed (a “Dispute”) and that accordingly any legal action or proceedings arising out of or in connection with this Deed (“Proceedings”) shall be brought in such courts. Each of the Parties irrevocably submits to the jurisdiction of such courts and waives any objections to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum.

This Deed has been executed as a deed and delivered on the date stated at the beginning of this Deed.

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Signed as a deed by GLENCORE AG

By:

in the presence of:

Signed as a deed by GIVOLON LIMITED

acting by:

a Director and

a Director/the Secretary

________________________________

Signature of Director

________________________________

Signature of Director/Secretary

Signed as a deed by RYFOLD LIMITED

acting by:

a Director and

a Director/the Secretary

________________________________

Signature of Director

________________________________

Signature of Director/Secretary

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